This Information Memorandum (“IM”) is issued by 3DB Pty Ltd A.C.N. 643 025 727 (“3DB” or “the Company”) in relation to a proposed investment in the Company as outlined in this IM. All views and opinions expressed in this IM are those of 3DB only. This IM has been prepared solely for the purpose of eliciting non-binding indicative offers to invest in 3DB (“NBIO”) on the terms outlined in this IM, and may only be used for that purpose.
This IM is not an offer to sell or an invitation to purchase securities in 3DB Without limiting the aforegoing, this IM does not constitute a prospectus, short form or profile statement as those terms are defined in the Corporations Act 2001 (Cth) (“the Act”), nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not permitted under applicable law. Distribution of this IM in or from certain jurisdictions may be restricted or prohibited by law. Recipients (“you” or “Recipient”) must inform themselves of and comply with all restrictions or prohibitions in such jurisdictions.
The information contained in this IM (“the Information”) is strictly confidential and you must not disclose it to any other person without 3DB’s prior written approval which may be withheld in 3DB’s absolute discretion. The Information in this IM is made available to you solely to enable you to consider whether to make a NBIO. If you decide not to make a NBIO, you are required to return this IM and all attachments promptly to 3DB and not retain any copies of such documents.
By receiving this IM and participating in the investment process set out in the IM (“Investment Process”), you accept and agree to the terms in which the IM is supplied and the terms of the Investment Process. If you do not accept these terms, you must immediately return this IM and any confidential information in relation to the IM or the Investment Process in your possession to 3DB
Notwithstanding that you accept these terms, no contract will be formed between 3DB or any of its directors, officers, employees, advisers, consultants or their respective associated companies, businesses, partners, directors, officers or employees (“3DB Advisers”) and you in respect of the Investment Process.
The Information and the information upon which the Information is based has not been independently verified or audited. No representation, warranty or undertaking, express or implied is made and no responsibility is accepted by 3DB or the 3DB Advisers as to the accuracy, currency or completeness of any part of the Information, nor will they have any responsibility to update or supplement the Information.
The IM includes certain projections that reflect various assumptions, expectations and estimates that may or may not prove to be correct. You must make your own independent assessment and investigations of those matters. You are cautioned that such Information is inherently speculative and actual future results may vary significantly from the projections and other forward- looking statements in this IM. The inclusion of the forward- looking statements in this IM must not be regarded as a representation or warranty as to those or any future matters.
You must conduct your own independent investigations, analysis and assessment of the proposed business of 3DB, the assets (if any) it is in the process of acquiring and of the Information. You must not rely on any statement contained in the Information. 3DB and the 3DB Advisers do not accept any liability or responsibility for any reliance placed on the Information.
You acknowledge and agree that expect as may be expressly provided in any agreement in writing between 3DB and you:
- to the maximum extent permitted by law, no liability is accepted by 3DB or the 3DB Advisers for any loss or damage (whether foreseeable or not) that may arise by reason of or in connection with the provision of the Information or by the purported reliance on the Information by you;
- you release and indemnify each of 3DB and the 3DB Advisers from and against all claims, actions, damages, remedies or other matters, whether in tort, contract or under law or otherwise, arising from or in connection with the provision of, or any purported reliance on, the Information, and covenant that no claim or allegations will be made against any of, 3DB or the 3DB Advisers in relation to the Information; and
- you expressly waive any right which you may have to rely upon the Information and any right that you will not rely upon the Information to sue or to hold 3DB or the 3DB Advisers liable in any respect.
This IM (including any update or supplement) does not form part of any agreement for the acquisition of shares that may result from an evaluation of 3DB by you. Any agreement for subscription will contain all information, representations, and warranties on which there may be a reliance, and an acknowledgement by you that you have not relied on any representations or warranty by 3DB or 3DB Advisers.
This IM is the property of 3DB, and you or any other recipients of this Information must not reproduce or copy this IM in any form, whether in whole or in part, at any time.
The provisions of this IM are not and should not be considered as advice or a recommendation in relation to any transaction with 3DB, or that an investment in 3DB is a suitable investment for you. 3DB reserves the right to evaluate any offers, to reject any or all offers submitted and to deal with one party at the exclusions of other or not to or to cease to deal with a party without giving you any reasons. 3DB and 3DB Advisers will not be made liable to compensate you or any intending acquirer for any costs or expenses incurred in reviewing, investigating, or analysing any information in relation to 3DB, in making an offer or otherwise.
This IM is being provided to potential investors on the basis that they are sophisticated investors, professional investors or a part of a personal small scale offering for the purpose of section 708 of the Act. If you are not a sophisticated investor or professional investor for the purpose of section 708 of the Act, any application that you make to acquire shares in 3DB may not be accepted by 3DB. If you are a sophisticated investor or professional investor, you must complete the attached form (“the Certificate”) certifying that you are a sophisticated investor or professional investor for the purpose of section 708 of the Act, any application that you make to acquire shares in 3DB may not be accepted by 3DB.
3DB reserves its rights to not consider your NBIO or application unless the Certificate is provided if you are a sophisticated investor or professional investor.
All reference to “dollars” or “$” in this IM refers to Australian currency unless expressly stated otherwise.
As detailed in this IM, 3DB intends to raise circa $2,00,000 to $2,500,000 however 3DB reserves the right to accept applications for shares in excess of or below that sum in its absolute discretion.